Baum Shirley A 4

What Happened

• Shirley A. Baum, Senior Vice President and General Counsel of Pinnacle West Capital Corp. (PNW), had 2,781 performance shares vest on March 18, 2026 (reported as an award/acquisition). Of those, 327 shares were disposed to the issuer for $100.92 each ($33,001) and 1,052 shares were surrendered/treated as payment of tax liability at $100.92 each ($106,168). The award was recorded at $0.00 per share because it was a vesting of performance-based awards granted in 2023.

Key Details

• Transaction date: March 18, 2026; Form filed March 20, 2026 (appears timely).
• Prices reported for dispositions: $100.92 per share.
• Reported transactions:
  • A (award/acquisition): 2,781 shares @ $0.00 (vested performance shares).
  • D (disposition to issuer): 327 shares @ $100.92 — $33,001.
  • F (payment of tax liability): 1,052 shares @ $100.92 — $106,168.
• Footnotes from the filing:
  • F1: Vested performance shares were tied to total shareholder return, EPS growth, clean megawatts installed, and included dividend equivalent rights.
  • F2: The 327-share disposition represents cash settlement of performance shares in connection with dividend equivalent rights.
  • F3: 1,052 shares were retained by the company to satisfy tax withholding; the recipient retained the remaining shares.
• Shares owned after the transactions: not specified in the filing.

Context

• This was primarily a vesting of performance-based awards; the reported sales/surrenders were routine actions to settle dividend equivalents and tax withholding rather than open-market, discretionary sales. Vesting reflects the completion of performance conditions set in 2023; the withheld/disposed shares are standard administrative steps to satisfy tax and settlement obligations.